Skupščinsko imenovanje posebnega revizorja po ZGD-1

slovenian

2026

volume 52, issue 3/4

companies   duties of the management board   general meeting   legal restrictions   special audit

Narodna in univerzitetna knjižnica
(Obvezni izvod spletne publikacije)

In this article, the author discusses a special audit ordered by the shareholders’ meeting pursuant to the first paragraph of Article 318 of the Companies Act (ZGD-1). In the author’s view, the statutory requirement that the subject of a special audit may only concern the conduct of specific transactions implies not only that the subject must be defined with sufficient precision, but also that the subject of the special audit may not constitute a major part of the company’s operations. Even in the case of incorporation, only individual procedures or circumstances within the context of the incorporation may be the subject of a special audit, and not the incorporation as a whole. A resolution of the general meeting that violates statutory limitations is void. If the management receives a request to convene a general meeting at which a decision would be made on the subject of a special audit that is contrary to statutory restrictions, it is not obligated to comply with this request. The same applies to a request to add an additional item to the agenda of a general meeting that has already been convened.

12.10.2026